In a December 17, 2018 press release announcing the results of Plan voting, the Company commented, “The near unanimous acceptance of the Plan by voting stakeholders reflects the overwhelming support for the Company’s plan and reorganization efforts. The Plan received approval from each class of creditors and holders of interests entitled to vote, far exceeding the required thresholds, including 100% of voting term loan lenders, 98% of voting bondholders, and 100% of voting shareholders….The support of our financial stakeholders has enabled us to move through this process on an expedited basis. We are now entering the final phase of this process and are poised to move forward as a stronger company that is even better positioned to help our customers continue thriving and driving into the future.”
On December 19, 2019, the Company further announced that it expects to complete its recapitalization and successfully emerge from Chapter 11 by the end of the year. The Company’s December 19 press release notes, “We were able to reach this key milestone on an accelerated basis thanks to the confidence and support of our financial stakeholders, manufacturer partners and customers….Through this recapitalization process, we are creating a stronger ATD, with less debt and greater financial flexibility to build on our 80-year history of leadership and innovation. Importantly, we continued to deliver strong operating results throughout this process. Our performance reflects the deep value proposition that ATD continues to offer our customers and our manufacturer partners. We look forward to completing this process and remain laser-focused on providing our customers with the unparalleled selection and service they expect from ATD.”
The following is a summary of classes, claims, voting rights and estimated recoveries (defined terms are as defined in the Plan):
- Class 1 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated allowed claims are $500,000 and estimated recovery is 100%.
- Class 2 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated allowed claims are $500,000 and estimated recovery is 100%.
- Class 3 (“ABL Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated allowed claims are $0 and estimated recovery is 100%.
- Class 4 (“Term Loan Claims”) is impaired and entitled to vote on the Plan. Estimated allowed claims are $695,000,000 and estimated recovery is 100%. Each Holder of an Allowed Term Loan Claim shall receive (a) new term loans under the Amended Term Loan Facility in a principal amount equal to the principal amount of Term Loan Claims under the Term Loan Facility held by such holder as of the effective date, (b) its pro rata share of the Amended Term Loan Additional Amount; and (c) cash in an amount equal to the accrued but unpaid non-default interest payable to such holder under the Term Loan Facility as of the effective date and any other amounts due and owing pursuant to the Term Loan Credit Agreement through and including the effective date.
- Class 5 (“Senior Subordinated Notes Claims”) is impaired and entitled to vote on the Plan. Estimated allowed claims are $1,050,000,000 and estimated recovery is 54.6%. Each holder shall receive its pro rata share of the Noteholder Equity Recovery.
- Class 6 (“General Unsecured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated allowed claims are $616,144,244 and estimated recovery is 100%.
- Class 7 (“Intercompany Claims”) is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan.
- Class 8 (“Section 510(b) Claims”) is impaired, deemed to reject and not entitled to vote on the Plan. Estimated allowed claims are $0 and estimated recovery is 0%.
- Class 9 (“Intercompany Interests”) is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan.
- Class 10 (“Interests”) is impaired and entitled to vote on the Plan. Estimated recovery is approximately $30 million in aggregate or $0.036 per share.
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